Jeff shuffled his feet on the worn carpet and resisted the urge to knock again. She was either home, or she wasn't. Right now, he wasn't sure which he'd prefer more.

It wasn't the first time he'd visited Annie's apartment. It was, however, the first time he'd been here alone. Normally, he had Troy or Abed or someone present as a buffer. But for what he had to do, an audience would just make it worse.

He glanced up and down the hall, looking for anything to divert his attention from the task at hand. There was nothing, other than some peeling wallpaper and water stains on the ceiling. He frowned and wondered not for the first time if Annie's parents had ever even bothered to check out this place before letting Annie movie in.

As he stared at a rust-red stain in the shape of Mickey Mouse, he didn't hear the patter of feet on the other side of the door, and therefore was taken completely off-guard when she opened it.

Although, he thought a second later, he would be hard-pressed to say who was more shocked. Right now, Annie's mouth was hanging open and a protective hand had come up to curl around her throat. "Jeff!"

He tried not to squirm as she glanced behind him for his nonexistent companion, then smiled a little as she focused back in on him. "Hey, Annie. I just… well, I just came by to talk. Do you have a few minutes?"

"Uh, yeah. Come in." She moved back so he could step forward, and Jeff realized with a jolt that he had obviously disturbed her from the shower. Her hair was wet and clinging to her neck, her tiny feet were bare, and her skin was flushed and dewy. Swallowing thickly, he moved towards her sofa, watching as she cleared off the coffee table and nervously fluttered. He tuned back in as he realized she was still speaking. "-some water? Or milk?"

He wondered absently when was the last time someone had offered him milk as a serious beverage option, and shook his head. "No. Annie, this won't take long. Can we sit?"

She nodded and perched on the very edge of the cushion, her back as ramrod straight as it always was. "What's up?"

He exhaled noisily, then turned to face her head on. "I don't know if you've noticed, but over the past few months, I've been trying to reassess my life, my choices, and figure out where I'm going from here. Being at Greendale has changed me and made me realize just much I truly hated the man I had become. That man, that Jeff Winger, put criminals back on the street, he would sell out his closest friends for a buck, he would…" He swallowed and focused on her big blue eyes. "He would take advantage of a younger, inexperienced woman's genuine feelings and hurt her."

Annie's eyes softened and she leaned forward. "Jeff-"

Waving her off, he sat back. "Don't deny it, Annie. If I was half the man I should be, I wouldn't look at you as a viable sexual prospect. I would look at you and see a kid sister, or niece, or something. And if I had been able to look at you like that, maybe you wouldn't waste your time with me, and you could be happy with someone else. But I wasn't strong enough, good enough, to ignore that part of me, and now I've dragged you into it as well."

The softness in Annie's eyes had gradually turned to fire. "Jeff, come on! I'm an adult, and the feelings I have for you are real, even if you don't want them to be."

He laughed without humor. "It doesn't matter what I want. What matters is what's right. I should have never kissed you back, and I definitely shouldn't have left you in limbo all summer, and I shouldn't have hurt you by trying to pretend you were just an infatuated little girl, and I should have just kept my nose out of it when you were interested in Rich. All of these little wounds that I hate myself for inflicting on you, they would all be moot had I just been a better man at the beginning."

Annie tried to swallow the hurt welling up in her throat and nodded. "Well, I'm very sorry that you feel the need to sweep all of it away. But those little wounds were the byproducts of some moments that I wouldn't trade for anything. I'm not sorry that you kissed me back. And I'm not sorry for the things I've said to you, and the fun and fighting and awkwardness we've had together. Because I do have feelings for you, and just because you think that makes you a bad person, doesn't mean those feelings are going anywhere anytime soon."

"Annie," Jeff groaned, closing his eyes. "I'm making a mess of this. It wasn't my intention to come here and make everything worse."

"Then what was your intention?"

He sighed and looked at her with a sad smile. "I just wanted to apologize. For everything. To tell you that I'm going to do better in the future, I'm going to be better, but that has to start with healing this."

"Apology not necessary and not accepted." Annie stood and paced away from the sofa. "I'm responsible for my own feelings, Jeff. If I expected more of you or wanted more, that has no reflection on what type of person you are. Or maybe it does," she said with a shrug. "Maybe that should be enough proof right there that, deep down, you are a good person, you just lose sight of it sometimes. After all, I wouldn't love you-" She ignored his groan. "-if you weren't."

Jeff stood now, too, towering over her. "Don't say that! You don't understand! This – this between us? It can't happen. I won't let it happen. I – I don't – you mean…" He let out a frustrated groan, then sucked in a breath. "Annie, you are one of my best friends, and I'm not denying that, if you had been ten years older, we might have had something fantastic. But the fact of the matter is you deserve someone so much better than me, and I can't be better and still have these feelings for you. That's what made Rich so much better than me-"

"Rich? Rich!" Annie stared at him incredulously. "Are you seriously bringing that up in this context?"

"Yes! Because no matter how attractive or fun he found you, he was able to do the one thing I wasn't: tell you no and mean it. And why? Because he's a genuinely good guy who wouldn't dream of taking advantage of a girl a decade and a half younger."

"And do you know why, Jeff? Because he and I never really connected, not the way you and I have. Even if he had said yes, there's no way," she hated the way her voice quivered, and put more force behind it, "no way I would have ever felt for him anywhere near what I feel for you. So, yes, it was easy for him, because the spark and attraction wasn't there."

"Don't cry," Jeff half-warned, half-pleaded. "I didn't mean to make you cry. Damn it, this isn't what I want to say, don't you get that? But this is what I have to do."

Annie took a slow breath to ward off any impending tears and met his gaze steadily. And she felt a tremor of excitement low in her stomach as she realized what his eyes were really telling her. He wanted to be talked out of this. Why else would he be here, belaboring the point, when he could have just apologized quickly and left? "In order to be a good guy?" she asked, advancing on him, biting back a smile as he started to retreat.

"Yes," he breathed, still walking backwards, watching her warily.

Annie widened her eyes as his back hit her door, and she looked up at him through her lashes. "Jeff, how good do you think you can be? How good do you want to be?"

"What do you mean?"

She smiled at him, and placed her hands on his chest, playing with the buttons on his shirt. Releasing the first one, she heard him suck in a sharp breath. As she began working on the next one, his hands caught hers. "This is a bad idea, Annie."

"So be the good guy and end it," she said, pulling her hands free and resuming her task. "I dare you."

He let his arms drop and stood there passively while she opened his shirt, pulling it free from his jeans and running her hands over the toned, tanned skin she'd bared. Leaning forward, she placed a gentle kiss on his chest, then stood on her toes to trail more up to his chin. One of his hands found its way behind her head, while the other supported the arch of her back as she stretched. Wrapping her arms around his neck, she pulled him down, and kissed a path over his jawline to his ear. "Do you still want to stop me?" she whispered.

When he didn't answer, she nipped his lobe, and she felt the groan escape him before she heard it. He cupped a hand around her chin and brought her face up to his, and Annie felt the same thrill she'd felt only twice before as Jeff pressed his lips to hers.

She met him, move for move, and welcomed him as he slipped his tongue into her mouth. His hands dropped to her hips, and suddenly she was floating. She wrapped her legs around his hips to anchor herself to earth, and plunged her fingers into the stylized disarray of his hair.

His taste was something she had never – and would never – forget, and just to know it again was enough for her. Until, that was, she felt her soft comforter underneath her, and Jeff's long body pressing her further into the down. The friction and pressure hit her in just the right spot, and Annie mewled in pleasure as she pressed closer. Jeff pulled back, breathing heavily, and wrapped his fingers in the bottom hem of her shirt. "Are you sure, Annie?" he managed, but she had barely nodded her consent before he was whipping the shirt up and over her head, and falling on her bare skin like a starving man.

Annie struggled to reach behind herself and release the catch of her bra, but Jeff beat her to it, helping her pull the straps down. With a growl, he threw the garment away and replaced its support with his own hands. Annie gasped as he ran the pad of his thumb over the sensitive peak, convinced nothing could be better. That was, until he leaned forward and repeated the same caress with his tongue.

With every draw of his mouth, Annie felt her hips respond, until she was practically bucking beneath him, frustrated by the denim that kept them apart. He finally released her and dropped his hands to his buttons, and Annie made short work of her own pants, and soon they were both down to nothing but skin.

She took a moment to appreciate Jeff Winger in his altogether, and let him do the same with her. Then he was pulling her down, rolling her so they were side by side. His hands moved from her hips to her shoulders and back again, pulling her into him. Annie gloried in the warmth that he produced. His body was an oven, and she had never felt more in need of such heat.

He sat up and grabbed the condom he'd tossed down on the sheets, watching her as he rolled it on. "You're beautiful," he said, his voice thick and low with lust. Annie wanted to reciprocate that sentiment, but could manage little more than a hum of pleasure as he parted her thighs and pressed into her.

His thickness parted her, opened her further than she'd ever been before, and she tried not to feel vulnerable, but it was difficult not to when he kept pushing and pushing, and then finally - finally - was seated in her fully. Wriggling her hips experimentally, Annie bit her lip to try and overcome the discomfort, and just as it started to feel good, he grabbed her hips.

"This is going to be over way too soon if you start that," he warned, then he swore. "Annie, you're so tight. You have done this before, haven't you?"

"Once," she admitted, then quickly pulled him in for a kiss before he had time to process that.

As she started to distract him, she realized she had distracted herself from the overwhelming fullness, and what had started as slight pain was now just pleasure. Jeff must have felt her relax as well, because he slowly pulled out and just as slowly returned, training her muscles, and teasing her at the same time.

He picked up his rhythm, and Annie tilted her hips into him, welcoming his every return. She buried her face in his neck, and tasted the salty moisture that was building up on his skin. Palming his shoulder, she felt her release building, felt every nerve ending tightening. She called his name, and heard her own leave his lips, and soon they were spiraling out of control, lights bursting behind her eyes and electricity charging the air.

As she came back down to earth, she felt him tense and find his own release, triumphant as he groaned her name again. Cradling him with her legs and arms, she stroked a hand down his sweaty back, and let him relax on top of her, closing her own eyes, and letting exhaustion claim her.

Jeff came to with a start, and found that instead of crushing Annie like he'd feared, he somehow managed to roll onto his side. She was cuddled into his side, her head resting on his chest, her hand splayed on his stomach. Tucking his chin in, he looked down at her face in repose, and grinned a little as he realized that Ms. Prim-and-Proper Edison had fallen asleep immediately after sex.

He felt a tidal wave of emotion come crashing down around him. On one hand, he was relieved that she had been the one to initiate everything, and that he had done nothing more than go along for the ride. On the other hand, he was feeling a little ashamed that, once again, he'd put his best intentions to rest with the slightest fluttering of her lashes.

They were amazing lashes, he noted with some humor, so it wasn't a huge surprise that they were able derail him from his best intentions.

Jeff extricated himself from her hold and, after freshening up in her impossibly small bathroom, he came back out and just watched Annie doze curled up in the sheets.

Finding his pants where he had tossed them, he pulled his phone out and sent off a new text message.

Rich, I came to complete my final test and apologize to Annie. But I realized that if my choice is between nobility and Annie, I choose Annie. Thanks anyway.

Grinning, he tossed the phone back down, and climbed back into bed.